SC 13G/A 1 zoom_sc13ga.htm SC 13G/A template_sc13g.htm
 
 
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
(Amendment No. 10)
 
Under the Securities Exchange Act of 1934
 
 
ZOOM TELEPHONICS, INC
 
 
(Name of Issuer)
 
 
 
 
 
Common Stock
 
 
(Title of Class of Securities)
 
 
 
 
 
98978K107
 
 
(CUSIP Number)
 
 
 
 
 
 December 31, 2017
 
 
(Date of Event Which Requires Filing of this Statement)
 
 
 
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed
 
☐
Rule 13d-1(b)
☐
Rule 13d-1(c)
☑
Rule 13d-1(d)
 
The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 
 
 
CUSIP No.98978K107
 
1.
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
 Frank Blase Manning
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)  ☐
(b)  ☐
3.
SEC Use Only
 
4.
Citizenship of Place of Organization
 United States
Number of Shares
Beneficially
Owned by Each
Reporting  Person
With
5.
Sole Voting Power 
1,507,139 (includes 75,000 shares issuable upon exercise of options which are exercisable within 60 days of February 14, 2018)
6.
Shared Voting Power
 0
7. 
Sole Dispositive Power 
1,507,139 (includes 75,000 shares issuable upon exercise of options which are exercisable within 60 days of February 14, 2018)
8.
Shared Dispositive Power
 0
9.
Aggregate Amount Beneficially Owned by each Reporting Person
1,507,139shares of Common Stock, includes 75,000 shares issuable upon exercise of options which are exercisable within 60 days of February 14, 2018
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares  ☐
 
11.
Percent of Class Represented by Amount in Row 9
9.45% (Based on 15,874,040 shares issued and outstanding as of February 13, 2018, plus the shares issuable upon the exercise of the options referenced above.)
12.
Type of Reporting Person (See Instructions)
 IN
 
 
 
 
CUSIP No.98978K107

Item 1(a). Name of Issuer:
Zoom Telephonics, Inc.
Item 1(b). Address of Issuerís Principal Executive Offices:
99 High Street, Boston, Massachusetts 02110
 
Item 2(a). Name of Person Filing:
Frank Blase Manning
Item 2(b). Address of Principal Business Office or, if none, Residence:
99 High, Street Boston, Massachusetts 02110
 
Item 2(c). Citizenship:
United States
Item 2(d). Title of Class of Securities:
Common Stock, par value $.01 per share
Item 2(e). CUSIP Number:
98978K107
 
 
 
CUSIP No.98978K107

ITEM 3:  IF THIS STATEMENT IS FILED PURSUANT TO §§240.13D-1(B) OR 240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:
 
            
(a)     
☐     
 Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
 
 
 
 
 
(b) 
☐
 Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
 
 
 
 
 
(c) 
☐
 Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
 
 
 
 
 
(d) 
☐
 Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);
 
 
 
 
 
(e) 
☐
 An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
 
 
 
 
 
(f) 
☐
 An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
 
 
 
 
 
(g) 
☐
 A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
 
 
 
 
 
(h) 
☐
 A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 
 
 
 
 
(i) 
☐
 A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
 
 
 
 
 
(j) 
☐
 A non-U.S. institution, in accordance with §240.13d-1(b)(1)(ii)(J);
 
 
 
 
 
(k) 
☐
 Group, in accordance with §240.13d-1(b)(1)(ii)(K).
 
 
 
 
 If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: ___________________________.
 
 
 
CUSIP No.98978K107
 
Item 4. Ownership
(a)
Amount beneficially owned: 1,507,139 shares of Common Stock, includes 75,000 shares issuable upon exercise of options which are exercisable within 60 days of February 14, 2018
 
(b)
Percent of class: 9.45% (Based on 15,874,040 shares issued and outstanding as of February 13, 2018, plus the shares issuable upon the exercise of the options referenced above.)
 
(c)
Number of shares as to which the person has:
 
(i)
Sole power to vote or to direct the vote: 1,507,139 shares of Common Stock (includes 75,000 shares issuable upon exercise of options which are exercisable within 60 days of February 14, 2018)
 
(ii)
Shared power to vote or to direct the vote: 0
 
(iii)
Sole power to dispose or to direct the disposition of: 1,507,139 shares of Common Stock (includes 75,000 shares issuable upon exercise of options which are exercisable within 60 days of February 14, 2018)
 
(iv)
Shared power to dispose or to direct the disposition of: 0
 
Item 5. Ownership of Five Percent or Less of a Class
 
N/A
 
Item 6. Ownership of More than Five Percent on Behalf of Another Person
 
N/A
 
Item 7. Identification and Classification of the Subsidiary which Acquired the Security being Reported on by the Parent Holding Company or Control Person
 
N/A
 
Item 8. Identification and Classification of Members of a Group
 
N/A
 
Item 9. Notice of Dissolution of Group
 
N/A
 
Item 10. Certification
 
N/A
 
 
 
 
CUSIP No.98978K107

SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
 
 
 
 
 
 
 
Dated: February 14, 2018
By:
/s/Frank B. Manning
 
 
 
Frank B. Manning